EXHIBIT 10.13
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is entered into
as of August 6, 1999, by and between Xxxxxx-Xxxxxx Company ("Xxxxxx") and
Mattress Discounters Corporation ("Mattress"), a wholly-owned subsidiary of
Xxxxxx, and states as follows:
RECITALS
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A. The Company, Xxxxxx-Xxxxxx Associates, Inc. ("Oldco") and MD
Acquisition Corporation ("Buyer") are parties to a Transaction Agreement dated
as of May 28, 1999 (the "Transaction Agreement").
B. Pursuant to the Transaction Agreement, Xxxxxx will contribute all of
the stock of Mattress to Oldco, and Buyer will merge into Oldco (the "Sale"). As
a result of the Sale, Mattress will cease to be a wholly owned subsidiary of
Xxxxxx.
X. Xxxxxx has agreed to pay special bonuses to certain employees of
Mattress in connection with the Sale.
D. The parties desire to assign to Mattress the obligation to pay all or
a portion of the special bonuses.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements set forth herein, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, agree
as follows:
1. Assignment. Xxxxxx hereby assigns and transfers to Mattress its
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obligation to pay the bonus amounts set forth on Appendix A.
2. Assumption. Mattress hereby assumes, undertakes and agrees to pay
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the bonus amounts set forth on Appendix A.
3. Retained Obligations. Xxxxxx agrees to retain the obligation to pay
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the bonus amounts set forth on Appendix B.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement as of the date set forth above.
XXXXXX-XXXXXX COMPANY
/s/ X. X. Xxxxxxx
By:___________________________
Executive Vice President and
Chief Financial Officer
Title:________________________
MATTRESS DISCOUNTERS
CORPORATION
/s/ X. X. Xxxxxxx
By:___________________________
Senior Vice President
Title:________________________
APPENDIX A
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Bonus Payment Obligations Assumed by Mattress
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Xxxxx Xxxxxx $2,000,000
Xxx Xxxxxxx 1,000,000
Xxx Xxxxxxxxxx 450,000
Xxx Xxxxxxx 150,000
Rich Branch 175,000
Xxx Xxxxxx 50,000
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Total Payment $3,825,000
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APPENDIX B
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Bonus Payment Obligations Retained by Xxxxxx
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Xxxxx Xxxxxx $ 968,000
Xxx Xxxxxxx 1,280,000
Xxxxx Xxxxxx 15,000
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Total Payment $2,263,000
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